Updated Jun 3, 2021

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF:

  • Indemnity;
  • Service Provided “As Is” and limitations of liability;
  • Term and Termination;
  • User obligations; and
  • Non-refundable.

The Terms

These terms and conditions along with any other terms or policies referenced herein (which terms or policies shall be deemed to be incorporated by reference and form an integral part hereof), as amended from time to time (the “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below) governing the User’s access to and use of the Services and ChartMogul.

These Terms are between the Owner and you, either individually, or if you are acting on behalf of your employer or any other organisation or entity (an “Employer/Entity”), that Employer/Entity (the “User”, “you”, your”). If an individual represents their Employer/Entity, such individual warrants, represents and undertakes that: (i) such individual has full legal authority to bind his or her Employer/Entity (as applicable) to these Terms; (ii) they have read and understand these Terms and agree to them on behalf of their Employer/Entity (as applicable); and (iii) that these Terms shall bind their Employer/Entity (as applicable). Without prejudice to the warranties, representations and undertakings set out above, an Employer/Entity shall be deemed to have represented that an individual is an authorised representatives of the Employer/Entity (as applicable) if they are:

  • using their Employer/Entity email address when registering as a User;
  • use their Employer/Entity details when adding billing details; or
  • load User Data which contains invoices issued by their Employer/Entity.

The User shall ensure that any persons that use the Services under the User’s account (whether authorised by the User to do so or otherwise and whether or not they are from the User’s organisation) (the “Account Users”) do so in accordance with the Terms and shall be responsible for any acts or omissions of such persons which would be in breach of the Terms as if they were the acts or omissions of the User. The User acknowledges that any action taken of the User’s account, is deemed by the Owner as an authorised action by the User, hence the User shall have no claim in this regard.

If you do not agree to comply with, and be bound by the Terms or if the person purporting to bind the User to the Terms does not have authority to bind the User, please do not access ChartMogul or use the Services.

ChartMogul CMTDE GmbH & Co. KG (Germany) (the “Owner”), 1-888-919-6255, support@chartmogul.com

Information about ChartMogul

https://chartmogul.com/ (“ChartMogul”) is an analytics and revenue reporting platform which allows Users to track the financial performance of their subscription business.

Content provided by the User

Users are responsible for their own data and content, and that of third parties that they share through ChartMogul, that they upload and post on or through ChartMogul, or that they transfer by any other means (“User Data”). Users warrant and represent that they have the lawful basis for third parties whose data and/or content they input or import in the course of their use of the Services or otherwise share with the Owner.

The Owner does not moderate the content provided by Users or by third parties but will act if complaints are received from Users or if orders are issued by the public authorities regarding content deemed offensive or illegal. The Owner reserves the right, without liability or prejudice to its other rights to the User, to disable the User’s access if the Owner becomes aware of any use of any material that breaches the provisions of this clause.

Users obligations

THE USER GRANTS THE OWNER SUFFICIENT RIGHTS TO USE THE USER DATA IN ORDER TO PROVIDE THE SERVICES TO THE USER. THE USER OWNS ALL RIGHT, TITLE AND INTEREST IN AND TO THE USER DATA AND SHALL HAVE SOLE RESPONSIBILITY FOR THE LEGALITY, RELIABILITY, INTEGRITY, ACCURACY AND QUALITY OF THE USER DATA.

THE USER FURTHER UNDERTAKES THAT IT SHALL:

  • PROVIDE THE OWNER WITH:
  • ALL NECESSARY CO-OPERATION AND ASSISTANCE IN RELATION TO THE SERVICES; AND
  • ALL NECESSARY ACCESS TO SUCH INFORMATION AS MAY BE REQUIRED BY THE OWNER, IN ORDER TO PROVIDE THE SERVICES, INCLUDING BUT NOT LIMITED TO CUSTOMER DATA, SECURITY ACCESS INFORMATION AND CONFIGURATION SERVICES;
  • OBTAIN AND SHALL MAINTAIN ALL NECESSARY LICENCES, CONSENTS, LAWFUL BASES, AND PERMISSIONS NECESSARY FOR THE OWNER, ITS CONTRACTORS AND AGENTS TO PERFORM THEIR OBLIGATIONS UNDER THE TERMS, INCLUDING WITHOUT LIMITATION THE SERVICES; AND
  • KEEP A FULL BACK-UP COPY OF ALL OF ITS DATA, INCLUDING BUT NOT LIMITED TO USER DATA.

Services provided by third parties

Users may use third party services or content included in ChartMogul, but the User does so solely at their own risk and must be aware of these third parties’ terms and conditions and have given consent to them. Under no circumstances will the Owner be deemed liable or have any obligations whatsoever in relation to the content, proper functionality, availability or the security of any link with any third party services or any transactions completed, and any contract entered into by the User, with any such third party.

Registration

In order to use the Service or any part of it, Users must accept these Terms in full and register in a truthful and complete manner by providing all the required information in the relevant registration form. All personal data will be processed in accordance with the Privacy Policy. Users are responsible for keeping their login credentials confidential.

After registering on ChartMogul, subject to the restrictions set out in these Terms, Users can import User Data stored in third-party services of their choice supported by ChartMogul into the application. Users may also import User Data into the application by uploading it via ChartMogul’s APIs or simply by manually adding it into the application user interface.

After registration, the User’s right to use the Service and ChartMogul shall be subject to the restrictions set out in these Terms and ChartMogul grants the User a non-exclusive, non-transferable right to use the relevant Services and ChartMogul solely for the User’s internal business purposes of i) in the case of a Trial, the duration of such Trial, or ii) in the case of a Subscription, the duration of such Subscription.

The Owner shall be entitled to make changes to the Services and significant changes shall be notified to the User.

Subscriptions start from the Subscription Date, when Users choose a Subscription on ChartMogul. Billing periods for paid Subscriptions start on the date the User chooses a paid Subscription or modifies another existing payment plan to fall within a different Subscription threshold.

Details of the subscription types, billing periods, the features of each subscription type and the fees payable in respect of each subscription type (the “Subscription Fees”) are available on the ChartMogul pricing page https://chartmogul.com/pricing/ (the “Pricing Page”).

The Owner may also, at their discretion, offer the User access to the Services on a trial basis (“Trial”), during which time the User will be able to experience, free of charge and for a limited period of time, some of the features of the Services offered on ChartMogul. The Owner reserves the right to modify, terminate and/or limit this Trial at any time and without liability or explanation to the User. On termination of the Trial, the User’s right to receive the Services shall cease automatically and the User agrees that it shall make no further use of the Services and/or ChartMogul, unless it thereafter orders and the Owner agrees to provide it with, a Subscription.

The User shall pay the Subscription Fees to the Owner for the Services. Payment of the Subscription Fees is to be made in advance at the commencement of each billing period and by way of deduction from a credit card unless otherwise agreed in a service order, in which case, User is to pay in accordance with the payment terms set out in the service order. The User shall provide the Owner with its valid, up-to-date and complete credit card details through the ChartMogul billing system and the User hereby authorises the Owner to bill such credit card.

The Subscription must be renewed at each billing period to maintain the benefits provided by the Services.

Migration between Subscription types

At any time, the Owner may audit the User’s use of the Services, and depending on the average MRR tracked through the Services in the most recent billing period and/or current MRR which the User is tracking on or about the time of audit, the Owner may move the User to a different subscription type which is more consistent with the User’s usage of the Services either immediately, in which case a pro-rated charge may be applied, or for the next billing period and the User shall thereafter pay the Subscription Fees payable in respect of the subscription type to which it has been moved.

The MRR tracked by a User through the Services at any given time is the sum of the MRR of all active customer subscriptions tracked by the User through the Services at that time.

The settings a User choses when using the Services may affect the MRR of a Subscription (for example, including or excluding taxes, processing fees, and changing how cancellations and refunds are treated).

Users can contact the Owner sales team at any time through the Pricing Page.

Term and termination

ALL PAID SUBSCRIPTIONS SHALL, UNLESS OTHERWISE AGREED BETWEEN THE OWNER AND THE USER IN A SERVICE ORDER, BE RECURRING SUBSCRIPTIONS WHICH RENEW AUTOMATICALLY AT THE END OF EACH BILLING PERIOD THROUGH THE SAME PAYMENT METHOD THAT THE USER CHOSES ON THE SUBSCRIPTION DATE. THE RENEWED SUBSCRIPTION WILL LAST FOR THE SAME PERIOD OF TIME AS THE ORIGINAL BILLING PERIOD (FOR THE AVOIDANCE OF DOUBT, IF THE ORIGINAL BILLING PERIOD IS ONE CALENDAR MONTH, EACH RENEWAL PERIOD SHALL BE ONE CALENDAR MONTH).

EITHER PARTY MAY CANCEL A SUBSCRIPTION WITH EFFECT FROM THE END OF THE THEN CURRENT BILLING PERIOD BY NOTICE IN WRITING TO THE OTHER PARTY, IN WHICH CASE THE SUBSCRIPTION WILL NOT RENEW AT THE END OF THAT BILLING PERIOD. CANCELLATION REQUESTS MAY TAKE UP TO 5 DAYS TO PROCESS.

IF THE SUBSCRIPTION IS NOT A PAID SUBSCRIPTION, THE OWNER MAY TERMINATE THE SUBSCRIPTION AT ANY TIME.

IF ANY OF THE FOLLOWING EVENTS OCCUR, THE OWNER SHALL HAVE THE RIGHT TO SUSPEND OR TERMINATE THE USER’S SUBSCRIPTION WITHOUT NOTICE:

  • A BREACH OF ANY OF THE TERMS BY THE USER OR ANY OF THE ACCOUNT USERS;
  • THE USER IS, OR IS DEEMED FOR THE PURPOSES OF ANY RELEVANT LAW TO BE, UNABLE TO PAY ITS DEBTS AS THEY FALL DUE OR TO BE INSOLVENT;
  • ANY STEP (INCLUDING THE MAKING OF ANY PROPOSAL, THE CONVENING OF ANY MEETING, THE PASSING OF ANY RESOLUTION, THE PRESENTING OF ANY PETITION OR THE MAKING OF ANY ORDER) IS TAKEN WITH A VIEW TO A COMPOSITION, ASSIGNMENT OR ARRANGEMENT WITH ANY CREDITORS OF, OR THE WINDING UP, LIQUIDATION OR DISSOLUTION OF, THE USER; OR ANY LIQUIDATOR, PROVISIONAL LIQUIDATOR, RECEIVER OR EXAMINER IS APPOINTED TO OR IN RESPECT OF THE USER OR ANY OF ITS ASSETS OR ANYTHING ANALOGOUS TO ANY OF THE FOREGOING UNDER THE LAW OF ANY JURISDICTION OCCURS IN RELATION TO THE USER.

THE OWNER SHALL HAVE THE RIGHT, WITHOUT PREJUDICE TO ANY OTHER RIGHTS OR REMEDIES TO WHICH IT MAY BE ENTITLED, TO TERMINATE THE SUBSCRIPTION IMMEDIATELY UPON WRITTEN NOTICE TO THE USER WHERE THE USER DISPUTES THE OWNERSHIP OR VALIDITY OF THE OWNER’S INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SERVICES, SOFTWARE AND/OR CHARTMOGUL.

ON TERMINATION OF THE SUBSCRIPTION, THE USER’S RIGHT TO RECEIVE THE SERVICES SHALL CEASE AUTOMATICALLY AND NO REFUNDS (WHETHER PRO RATA OR OTHERWISE) OF ANY AMOUNT WILL BE PAYABLE TO THE USER AND THE USER AGREES THAT IT SHALL MAKE NO FURTHER USE OF THE SERVICES AND/OR CHARTMOGUL.

ON TERMINATION OF THE SUBSCRIPTION FOR ANY REASON ALL AMOUNTS DUE FROM THE USER UNDER THE TERMS SHALL BE PAYABLE IMMEDIATELY BY THE USER.

THE PROVISIONS OF THIS CLAUSE, “TERM AND TERMINATION” AND THE CLAUSES ENTITLED, “INDEMNITY”, “SERVICE PROVIDED “AS IS” AND LIMITATIONS OF LIABILITY”, “GOVERNING LAW”, “CUSTOMER OBLIGATIONS”, AND “CONTENT PROVIDED BY THE USERS” SHALL SURVIVE THE TERMINATION OF THE SUBSCRIPTION AND THE TERMINATION OF ANY TRIAL HOWEVER IT ARISES, AND SHALL CONTINUE TO BIND THE PARTIES OR THE RELEVANT PARTY (AS APPLICABLE) WITHOUT LIMIT IN TIME.

WITHOUT PREJUDICE TO ANY OTHER RIGHT THAT THE OWNER MAY HAVE IT MAY SUSPEND THE SERVICES OR ANY PART THEREOF UPON WRITTEN NOTICE TO THE USER WHERE:

  • THE OWNER BECOMES AWARE OF A CLAIM THAT THE SERVICES, SOFTWARE AND/OR CHARTMOGUL INFRINGES ON ANY THIRD PARTY RIGHTS OR OCCURS IN VIOLATION OF APPLICABLE LAWS OR REGULATIONS; OR
  • THE OWNER DETECTS THAT ANY METHOD OR DEVICE IS BEING USED TO CIRCUMVENT THE NORMAL SECURITY MEASURES IMPLEMENTED IN CONNECTION WITH ACCESS AND USE OF THE SERVICES; OR
  • IF THERE IS A SUSPECTED, THREATENED OR ACTUAL ATTACK ON EITHER PARTY’S APPLICATIONS AND/OR PLATFORMS USED TO PROVIDE THE SERVICES; OR
  • IF ANY EVENT OCCURS FOR WHICH THE OWNER REASONABLY BELIEVES THAT SUSPENSION OF THE SERVICES IS NECESSARY TO PROTECT THE SERVICES OR TO PREVENT THIRD PARTY ACCESS TO THE SERVICES.

Non-refundable

ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE.

Service reselling

Users are not allowed to reproduce, duplicate, copy, sell, resell or exploit any portion of ChartMogul and of its Service without the Owner’s express permission, granted either directly or through a proper reselling program.

Indemnity

THE USER SHALL DEFEND, INDEMNIFY ON DEMAND AND HOLD THE OWNER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, PARTNERS AND EMPLOYEES (TOGETHER THE “INDEMNIFIED PERSONS” AND EACH AN “INDEMNIFIED PERSON”), AS THE CASE MAY BE, HARMLESS FROM AND AGAINST ANY DEMAND, CLAIM, PROCEEDING, SUIT, JUDGMENT, LOSS, LIABILITY, COST, EXPENSE, FEE, PENALTY OR FINE, (INCLUDING WITHOUT LIMITATION, REASONABLE LAWYER’S FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH ANY OF: (I) THE USER DATA; (II) THE USER’S OR ANY OF THE ACCOUNT USERS’ USE OF OR CONNECTION TO, THE SERVICES, III) ANY VIOLATION OF THESE TERMS BY ANY OF THE USER OR ANY OF THE ACCOUNT USERS, IV) USER’S VIOLATION OF ANY THIRD-PARTY RIGHTS, V) ANY UNLAWFUL USE OF THE SERVICES; VI) THE INPUTTING OR IMPORTATION OF USER DATA IN THE COURSE OF THEIR USE OF THE SERVICES OR ANY OTHER SHARING OF USER DATA WITH THE OWNER WITHOUT HAVING THE LAWFUL BASIS FOR ANY PERSON TO WHOM THAT USER DATA RELATES. THE OWNER HOLDS THE BENEFIT OF THE INDEMNITY PROVIDED BY THE USER UNDER THIS CLAUSE FOR ITSELF AND IN TRUST FOR EACH INDEMNIFIED PERSON.

Forbidden use

The Service shall be used only in accordance with these Terms.

Users shall not and shall procure that Account Users shall not:

  • reverse engineer, decompile, disassemble, modify or create derivative works based on ChartMogul or any portion of it;
  • circumvent any technology used by ChartMogul or its licensors to protect content accessible via it; copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided through ChartMogul;
  • use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of ChartMogul or its content; rent, lease or sublicense Services;
  • defame, abuse, harass, use threatening practices, threaten or violate the legal rights of others in any other way (such as rights of privacy and publicity);
  • disseminate or publish content that is unlawful, obscene, illegitimate, defamatory or inappropriate;
  • Users shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) in a manner that is otherwise illegal or causes damage or injury to any person or property.
  • use ChartMogul in any other improper way that violates these Terms.

Privacy Policy

For information about the use of personal data in the context of the Services, Users must refer to the privacy policy of ChartMogul (the “Privacy Policy”).

Usage Data and Anonymous Data

The User acknowledges and agrees that the Owner may derive or create Usage Data and the Owner may use and disclose such Usage Data to its third party service providers in order to improve the Service.

The User acknowledges and agrees that the Owner may anonymise and aggregate User Data and/ or Usage Data to create Aggregated Anonymous Data and may use such Aggregated Anonymous Data to analyse, improve, support and operate the Services and otherwise for any business purpose, during and after the term of the User Subscription, including, without limitation, to generate industry benchmarks or best practices guidance, insights, recommendations or similar reports for distribution to and consumption by the User and other users of the Owner and prospective users. For the avoidance of doubt, the foregoing does not give the Owner the right to identify the User as the source of any Aggregated Anonymous Data.

Intellectual Property Rights

The User acknowledges and agrees that the Owner and/or its licensors own all the Intellectual Property Rights in the Services. These Terms do not grant the User any rights to, or in, the Intellectual Property Rights, or any other rights or licences in respect of the Services. The User shall notify the Owner if it becomes aware of any unauthorised use of the whole or any part of the Services and the Documentation by any person or entity. All trademarks, nominal or figurative, and all other marks, trade names, service marks, word marks, illustrations, images, or logos that appear concerning ChartMogul are, and remain, the exclusive property of the Owner or its licensors and are protected by the laws in force on trademarks and by related international treaties.

The Intellectual Property Rights in the Services including any adaptions, modifications and updates to same (but excluding the API) are and shall remain vested in the Owner, whether created by the User or the Owner. The User assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights to the Owner.

The Owner makes no representation or warranty as to the existence, validity or enforceability of the Intellectual Property Rights in any API which may be used in connection with the Services nor as to whether the same infringe on any Intellectual Property Rights of third parties.

The User shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that the Owner may consider necessary or desirable to perfect the right, title and interest of the Owner in and to the Intellectual Property Rights in the Services provided by the Owner and including any adaptions, modifications and updates to same.

Age eligibility

Users declare themselves to have reached the age of majority according to the applicable legislation of their country of residence. Under no circumstance may persons under the age of majority use the Services.

The User warrants that it is not a consumer. The Owner reserves the right to request such evidence as it may reasonably require to confirm that the User is not a consumer.

Service Provided “As Is” and limitations of liability

THIS CLAUSE SETS OUT THE OWNER’S ENTIRE FINANCIAL LIABILITY (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, AGENTS AND SUB-CONTRACTORS) TO THE USER IN RESPECT OF: (I) ANY BREACH OF THESE TERMS; (II) ANY USE MADE BY THE USER OF THE SERVICES OR SOFTWARE OR ANY PART OF THEM; AND (III) IN RESPECT OF ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING NEGLIGENCE) ARISING UNDER OR IN CONNECTION WITH THE SERVICES.

USER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES AND/OR SOFTWARE BY THE USER, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. THE OWNER SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO THE OWNER BY THE USER IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY THE OWNER AT THE USER’S DIRECTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE SERVICES AND/OR SOFTWARE ARE PROVIDED TO THE USER ON AN “AS IS” BASIS AND THE OWNER MAKES NO WARRANTIES, REPRESENTATIONS, CONDITIONS, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES AND/OR SOFTWARE WHETHER IMPOSED BY STATUTE OR BY OPERATION OF LAW OR OTHERWISE, AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THESE TERMS. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE OWNER MAKES NO REPRESENTATION AS TO THE ACCURACY OR AVAILABILITY OF THE SERVICES AND/OR SOFTWARE. THE OWNER DOES NOT ACCEPT, AND EXCLUDES, ALL LIABILITY FOR BREACH OF ANY OBLIGATION OR DUTY TO TAKE REASONABLE CARE OR EXERCISE REASONABLE SKILL.

THE OWNER SHALL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING FOR ANY OF THE FOLLOWING LOSSES OR DAMAGE (WHETHER OR NOT SUCH LOSS OR DAMAGE WAS FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE) TO THE EXTENT PERMITTED BY THE APPLICABLE LAW:

  • LOSS OF REVENUE,
  • LOSS OF ACTUAL OR ANTICIPATED PROFITS,
  • LOSS OF CONTRACTS,
  • LOSS OF THE USE OF MONEY,
  • LOSS OF ANTICIPATED SAVINGS,
  • LOSS OF BUSINESS,
  • LOSS OF OPPORTUNITY,
  • LOSS OF GOODWILL,
  • LOSS OF REPUTATION,
  • LOSS OF, DAMAGE TO OR CORRUPTION OF DATA OR COSTS OF SUBSTITUTION, OR
  • ANY INDIRECT OR CONSEQUENTIAL LOSS HOWSOEVER CAUSED (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHETHER SUCH LOSS OR DAMAGE IS OF A TYPE SPECIFIED IN THIS CLAUSE)

WHETHER ARISING OUT OF, OR IN CONNECTION WITH, OR IN RELATION TO THE SERVICES OR THE SUPPLY OR NON-SUPPLY OR PURPORTED SUPPLY OR DELAY IN SUPPLY OF THE SERVICES OR OTHERWISE OUT OF OR IN CONNECTION WITH OR IN RELATION TO THE TERMS OR ANY TRANSACTION OR MATTER CONTEMPLATED BY THEM.

THE OWNER SHALL TAKE ANY APPROPRIATE SECURITY MEASURES TO PREVENT UNAUTHORISED ACCESS OR DISCLOSURE OF THE USER DATA IMPORTED INTO THE APPLICATION. THE OWNER SHALL NOT BE LIABLE FOR ANY UNAUTHORISED ACCESS OR DISCLOSURE OF USER DATA CAUSED BY ANY EVENT BEYOND THE OWNER’S REASONABLE CONTROL OR WHICH COULD NOT HAVE BEEN FORESEEN OR PREVENTED BY THE TAKING OF APPROPRIATE SECURITY MEASURES BY THE OWNER.

THE OWNER SHALL HAVE NO LIABILITY TO THE USER IF IT IS PREVENTED FROM OR DELAYED IN PERFORMING THE SERVICES, OR FROM CARRYING ON ITS BUSINESS, BY AN ACT OF GOD INCLUDING BUT NOT LIMITED TO FIRE, FLOOD, EARTHQUAKE, WINDSTORM OR OTHER NATURAL DISASTER; AN ACT OF ANY SOVEREIGN INCLUDING BUT NOT LIMITED TO WAR, INVASION, ACT OF FOREIGN ENEMIES, HOSTILITIES (WHETHER WAR BE DECLARED OR NOT), TERRORIST ATTACK, CIVIL WAR, REBELLION, REVOLUTION, INSURRECTION, MILITARY OR USURPED POWER OR CONFISCATION, NATIONALISATION, REQUISITION, DESTRUCTION OR DAMAGE TO PROPERTY BY OR UNDER ANY ORDER, RULE, REGULATION OR DIRECTION OR RECOMMENDATION OF GOVERNMENT OR PUBLIC OR LOCAL AUTHORITY OR IMPOSITION OF GOVERNMENT SANCTION EMBARGO OR SIMILAR ACTION; LAW, JUDGMENT, ORDER, DECREE, EMBARGO, BLOCKADE; ANY COLLAPSE OF A BUILDING, FIRE, EXPLOSION OR ACCIDENT; ANY LABOUR DISPUTE INCLUDING BUT NOT LIMITED TO STRIKE, LOCKOUT OR BOYCOTT; INTERRUPTION OR FAILURE OF UTILITY SERVICE INCLUDING BUT NOT LIMITED TO ELECTRIC POWER, GAS, WATER OR TELEPHONE SERVICE; ANY FAILURE OF ANY TELECOMMUNICATIONS NETWORK; ANY NON-AVAILABILITY OR FAILURE OF ANY WEB HOSTING SERVICE; ANY OUTBREAK OF DISEASE INCLUDING BUT NOT LIMITED TO ANY EPIDEMIC OR PANDEMIC; ANY FAILURE OR DELAY OF SUPPLIERS OR SUBCONTRACTORS OF THE OWNER, PROVIDED THAT THE USER IS NOTIFIED OF SUCH AN EVENT AND ITS EXPECTED DURATION.

THE OWNER’S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) TO THE USER OR ANY THIRD PARTY IN RESPECT OF CLAIM, LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR IN RELATION TO THE PROVISION OR NON-PROVISION OF SERVICES DURING ANY BILLING PERIOD, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEES PAID BY THE USER DURING THAT BILLING PERIOD IN AGGREGATE.

THE USER AGREES THAT, IN ENTERING INTO THESE TERMS, EITHER IT DID NOT RELY ON ANY REPRESENTATIONS (WHETHER WRITTEN OR ORAL) OF ANY KIND OF ANY PERSON OTHER THAN THOSE EXPRESSLY SET OUT IN THESE TERMS OR (IF IT DID RELY ON ANY REPRESENTATIONS, WHETHER WRITTEN OR ORAL, NOT EXPRESSLY SET OUT IN THESE TERMS) THAT IT SHALL HAVE NO REMEDY IN RESPECT OF SUCH REPRESENTATIONS AND (IN EITHER CASE) THE OWNER SHALL HAVE NO LIABILITY OTHERWISE THAN PURSUANT TO THE EXPRESS PROVISIONS OF THESE TERMS.

THE SUBSCRIPTION FEES PAYABLE BY THE USER ARE DETERMINED ON THE BASIS OF THE LIMITS OF LIABILITY SET OUT IN THIS CLAUSE.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE OWNER’S LIABILITY TO THE EXTENT THAT, UNDER APPLICABLE LAW, IT CANNOT BE EXCLUDED OR LIMITED.

Changes to these Terms

The Owner reserves the right to modify these Terms at any time, informing Users by publishing a notice posted on ChartMogul. Such amended Terms will be effective from the date upon which they are posted on ChartMogul.

Users who continue to use the Services after the publication of the changes accept the new Terms in their entirety.

Assignment of contract

The Owner reserves the right to transfer, assign, dispose of by novation or subcontract all or any rights or obligations under these Terms.

Users may not assign or transfer their rights or obligations under these Terms in any way without the written permission of the Owner.

Contacts

All communications relating to ChartMogul and the Services must be sent using the contacts stated in this document.

Severability

If any provision of these Terms is invalid or unenforceable, that clause will be removed and the remaining provisions shall not be affected and they will remain in force.

Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with Irish law.

The Irish courts shall have exclusive jurisdiction to hear, determine and settle any dispute arising out of or in connection with these Terms or any related non-contractual obligations and the parties submit to the exclusive jurisdiction of the Irish courts for that purpose.

Definitions

Aggregated Anonymous Data

Technical, business and other data about the User’s use of the Services including aggregated and anonymised personally identifiable information relating to the User and its customers. This includes statistical metrics such as those displayed in the application based on User Data and Usage Data from multiple Users.

Effective Date

The Terms shall be effective on the earlier of (i) the User clicking a button indicating its acceptance of these Terms; (ii) the User registering for a Trial; (iii) the User entering into a service order or similar form incorporating these Terms; or (iv) the User using ChartMogul or the Services.

Intellectual Property Rights

All patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all and other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;

Monthly Recurring Revenue “MRR”

The MRR relating to an individual subscription is the price a customer is billed for this subscription during any given billing period for the subscription, divided by the length of that billing period in months. Billing periods may be longer (e.g. annual subscriptions) or shorter (e.g. weekly or pro-rated subscriptions) than one month, or exactly one month long. During its billing period a subscription is considered active.

Service

The software subscription services (and any add-ons purchased by the User) provided by the Owner to the User under these terms via ChartMogul or any other website notified to the User by the Owner from time to time, as more particularly described in the description of the relevant subscription type on the Pricing Page.

Software

The online software applications provided by the Owner as part of the Services and described on the Pricing Page.

Subscription

The access to use the Services which the User has ordered through ChartMogul or a service order form and which the Owner has agreed to provide or to which the Owner has moved the User pursuant to the clause entitled “Migration between Subscription types” above.

Subscription Date

The date on which a User chooses a Subscription.

Usage Data

Data and information about the use of the Service by the User.